Hindustan Foods has achieved a significant regulatory milestone as the National Company Law Tribunal (NCLT) Mumbai sanctioned the Scheme of Arrangement on February 25, 2026. The comprehensive deal involves the demerger of Avalon Cosmetics Private Limited's Contract Manufacturing (Nashik) Business and the amalgamation of Vanity Case India Private Limited with Hindustan Foods.

NCLT Order Details

The NCLT Mumbai Court-IV issued its final order sanctioning the complex three-way arrangement under Sections 230 to 232 of the Companies Act, 2013. The tribunal's approval enables the companies to proceed with their planned business restructuring and consolidation strategy.

Business Rationale and Benefits

The scheme provides for strategic consolidation of contract manufacturing operations in the FMCG segment. Avalon Cosmetics' Contract Manufacturing (Nashik) Business operates from approximately 16 acres of land in MIDC, Sinnar, Nashik, Maharashtra, with a built-up area of more than 1 lakh square feet. The facility has been manufacturing food products for various multinational and Indian FMCG companies since 2008.

Share Exchange Ratios

The NCLT approved specific share exchange mechanisms for both components of the arrangement:

Regulatory Compliance and Effectiveness

The scheme becomes effective once the certified NCLT order is filed with the Registrar of Companies, Mumbai. Hindustan Foods has committed to comply with all statutory requirements under the Companies Act, 2013, and undertakings provided to various regulatory authorities including the Income Tax Department and GST authorities.

The approved arrangement will result in concentrated management focus, operational rationalization, and enhanced utilization of the Nashik facility's industrial land for expansion and diversification of business operations in the FMCG manufacturing sector.

Hindustan Foods Limited delivered its strongest quarterly performance to date in Q3 FY26, marking a significant milestone in the company's growth trajectory. The diversified manufacturing platform demonstrated robust operational efficiency across multiple business segments during its earnings conference call held on February 11, 2026.

Record Financial Performance

The company achieved its highest ever quarterly EBITDA of INR93 crores and PAT of INR36 crores in Q3 FY26, even after accounting for onetime provisioning impact related to the New Labour Code implementation. This represents substantial growth momentum despite challenging FMCG sector conditions.

For the 9 months ended December FY26, total income reached INR3,041 crores with 15% year-on-year growth. EBITDA increased 17% year-on-year to INR266 crores, reflecting sustained operational efficiency across businesses.

Aggressive Capacity Expansion Strategy

During FY26, the company undertook cumulative capital expenditure of over INR750 crores, representing more than 60% of the opening gross block at the beginning of the year. This expansion was guided by disciplined capital allocation with all projects evaluated against an internal return threshold of 18% ROCE.

Multiple divisions including HPC and Food & Beverages delivered record production during the quarter. The ice cream and beverages divisions are fully prepared for the upcoming season commencing Q4 FY26, with capacity enhancements at Mysuru and Lucknow commercialized and ready for ramp-up.

Strong Financial Position and Future Outlook

The company maintains a robust balance sheet with cash and cash equivalents of INR151 crores as of December 31, 2025. Net debt to equity stands at a comfortable 0.77x, well within internal comfort thresholds. The financial discipline extends across both balance sheet management and P&L optimization in terms of return on capital employed.

Management provided confident guidance for FY27, projecting PAT in the range of INR200-220 crores, representing approximately 1.4x growth over FY26 expected levels. This guidance reflects progressive ramp-up and normalization of assets already commissioned or nearing commissioning, along with continued operating leverage benefits.

Operational Excellence and Project Execution

The company demonstrated exceptional project execution capabilities, completing all projects on time without cost overruns. Operations across all factories remained stable with multiple capacity enhancement projects progressing according to planned timelines.

Key operational highlights include:

• Capacity enhancements at Mysuru and Lucknow commercialized for upcoming season
• New capacities at Nashik and Panipat on track for seasonal production
• Brownfield detergent facility at Silvassa targeting Q1 FY27 commercialization
• Flavored yogurt facility at Goa ready by Q2 FY27
• New bottled water facility in West advancing for Q3 FY27 commercialization

Strategic Growth Initiatives

The Board has authorized a greenfield HPC (Home & Personal Care) project with an investment of INR50 crores as the first project of the new growth phase. The company is strengthening its organizational structure with business heads for various verticals and has established an international business division to capitalize on recent trade agreements with EU and US.

Recent GST rate reductions in categories like bottled water, ice cream, and foods are expected to drive meaningful consumption increases, creating new demand for the company's capacities. However, these changes also present duty inversion challenges that management is addressing through commercial model transitions with select customers.